A South Carolina Limited Liability Partnership (LLP) Agreement is a legal document that outlines the structure, operations, and responsibilities of a partnership formed in South Carolina where the partners have chosen to operate as a limited liability partnership. This type of partnership provides certain liability protections to the partners, shielding them from personal responsibility for the debts and obligations of the partnership. A South Carolina LLP Agreement typically includes important provisions that govern the management and operation of the partnership. These provisions may cover the following: 1. Name and Purpose: The agreement states the name and primary purpose of the partnership, which should comply with the state's naming requirements. 2. Contributions: It outlines the monetary, property, or services contributed by each partner to the partnership, establishing the equity interests of the partners. 3. Profit and Loss Sharing: The agreement determines how profits and losses will be distributed among the partners, based on their respective ownership percentages or set allocations. 4. Management and Decision-Making: It defines the decision-making process and the roles and responsibilities of each partner within the partnership. This includes specifying who has the authority to bind the partnership. 5. Withdrawal and Admission of Partners: The agreement outlines the procedures for admitting new partners and allows partners to withdraw, retire, or be expelled from the partnership. 6. Dissolution and Liquidation: It sets forth the process for dissolution and winding up of the partnership, including the distribution of assets and obligations among the partners. In South Carolina, there are different types of LLP Agreements, each specifically designed to cater to the needs and requirements of different business entities: 1. General LLP: This is the most common type of LLP, where partners are typically jointly and severally liable for the partnership's debts and obligations. 2. Registered LLP: This type of LLP ensures that the partnership's status and limited liability are registered with the South Carolina Secretary of State, providing an added layer of legal protection. 3. Domestic LLP: This refers to an LLP formed and operating entirely within the state of South Carolina. 4. Foreign LLP: A Foreign LLP is one that is formed in another state or jurisdiction but wishes to do business in South Carolina. To operate as a Foreign LLP, it must comply with registration requirements and obtain a certificate of authority from the South Carolina Secretary of State. In conclusion, a South Carolina Limited Liability Partnership Agreement is an essential legal document for partnerships operating in South Carolina. It provides partners with limited liability protection and governs various important aspects of the partnership's operations and management.